BIOLARGO, INC. 8-K

What Happened
BioLargo, Inc. announced it entered a Purchase Agreement and a Registration Rights Agreement with Clearthink Capital Partners, LLC dated March 20, 2026, under which Clearthink committed to purchase up to $10.0 million of BioLargo common stock over a 36‑month period. Sales to Clearthink are at BioLargo’s option (Clearthink must buy as directed), subject to a registration statement being declared effective and other conditions. As consideration for Clearthink’s commitment, BioLargo issued 500,000 shares of common stock to Clearthink on execution (no cash to the company).

Key Details

• Commitment amount: up to $10.0 million of common stock available to sell over 36 months.
• Commitment shares: 500,000 shares issued to Clearthink upon signing; BioLargo receives no cash for those shares.
• Sale mechanics: on any selected trading day after the “Commencement Date,” BioLargo may direct Clearthink to buy up to the lesser of $500,000 or 300% of the eight‑day average daily traded value (minimum $25,000); at least five business days between notices unless agreed otherwise.
• Pricing: each regular purchase price equals the average of the two lowest daily closing prices of the eight trading days preceding the purchase notice.
• Limits & restrictions: Clearthink’s beneficial ownership cannot exceed 9.99%; Clearthink agreed not to short or enter hedges that create a net short position; BioLargo can terminate the Purchase Agreement with one business day’s notice.

Why It Matters
This agreement gives BioLargo a flexible, on‑demand source of equity capital that the company controls (timing and amounts), intended for working capital and general corporate purposes. Actual dilution and proceeds to shareholders will depend on how often and at what prices BioLargo elects to sell shares; the upfront issuance of 500,000 commitment shares results in immediate dilution without cash proceeds. The financing is non‑exclusive (no rights of first refusal or penalties listed), but it requires an effective SEC registration statement before Clearthink’s purchase obligations commence.